Theoretical Foundations and Legal Developments in Contemporary Corporate Governance
Theoretical Foundations and Legal Developments in Contemporary Corporate Governance

Summary/Abstract: This article investigates corporate governance as a complex legal institution situated at the intersection of organizational theory and company law, within a broader context of economic transformation and transnational regulation. Through a theoretical and legal approach, the study analyzes the core explanatory paradigms—agency theory, stakeholder theory, and stewardship theory—as foundational frameworks that shape both legal norms and the institutional architecture of corporate entities. These theories are not merely analytical tools; they provide the epistemological and normative justification for legal regulations concerning shareholders’ rights, directors’ fiduciary duties, and mechanisms of control and oversight. In this light, corporate governance is conceptualized as a legal mechanism for balancing divergent interests, serving functions of normative compliance, decision-making transparency, and accountability toward stakeholders. The article further examines the diversity of comparative legal regimes—from the Anglo-American shareholder-value model to the Continental European model of codetermination—highlighting the influence of institutional context on the normative construction of governance. Recent research directions are also discussed, focusing on the integration of sustainability, board diversity, and the adaptability of governance structures in emerging economies. The study contributes an integrative perspective on corporate governance as a legal institution shaped by socio-economic theories but consolidated through formal regulation, within an increasingly fragile balance between private autonomy and public interest.

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